1988-222-Authorizing Issuance Of Bonds22036 -01
JHHW:SRC:c. 11/1886
AESOLUTION O 98
RESOLUTION AUTHORIZING
TOWN OF LOS GAT ®S
Downtown Parking Assessment District
S6666
TABLE OF CONTENTS
Page
Section 1. Definitions.....
Section 2.
Unpaid Assess me. ... ............. .
Section 3. Issuance of nts.... ......................
Section 4. Bonds ...
Form of Bonds ........ 1
Section 5. Payment of Bonds ..... 5
Section 6. Designation of .. 5
..............
............ .......
Section 7. Execution gent "
....................................... ............................... ...
., A 5
Section 8. 5
Authentication....
Section 9. Preparation and 6
...............
................ .
Section 10. Deliver -" "
Exchange s Y of Bond 6
Section 11. ge of Bond s ........................ ................. ........ ...... 7
Negotiabilit , Registration .
Section 12. Own Y Re istration .............................
Section 1
ownership of Bonds.... anq Transfer of
3. Collection of Un Bongs ... 7
Section 14. Covenant to Fore aid Assessor 7
........... 8
Section 15, close.. ants ..................... ....................... ........
No Advances Fr �••�• "•�
Section 16. Redem Available ................. 4...4....4..................... 8
Section 17. Ption Prir Maturity... Fun
Refunding to urit plus 8
Section 18. g n Bgjg Y ................ ds.. 8
Improvement F fti.... ..........
Section 19. Redemption Fur; S
Section 20. Reserve Fund...; 9
Section 21. Investment of Fds.. 9
Section 22. No Arbitrage..."
Section 23. Certificate as to _.... 9
Section 24. Federal Guaranti� Arbitra .. ...... 9
.....
Section 25. Private BusinesIII lita ge `..• 9
trons ... 9
Section 26. Private Loan Lir' Limitation,.•
Section 27, lion .... • 10
Small Issuer Ex ors Frorn "`' ...10
Section 28. Small Issuer Exen F Re "........ '
Section 29. Amendment ......„ Rebate quire 10
rorn Ban menu..., ' ........ 10
Section 30. Authority of Trea, k NOndeducti
Section 31. Certified Copies ; ...
bilitY Restrictio 10
Exhibit A -- List of Unpaid •. 11
Exhibit --
B
nents 11
Maturity Schedu� '
Exhibit C -- B on-n
Bond F 11
(i 1
RESOLUTION NO. 1988 -222
A RESOLUTION AUTHORIZING ISSUANCE EGA OF BONDS
TOWN OF LOS GATOS
DOWntown Parkin Assessment District
RESOLVED, by the Town Council (the "C ouncil"
"Town "), County of Santa Clara, California, that ) of the Town of Los Gatos (the
WHEREAS, on February 17, 1987
Intention No. 1987 -13 (the this Council
construction of "Resolution of Intention" passed and adopted Resolution of
Municipal improvement improvements under and ) relating o the acquisition and /or
provided that serial bonds Awoptl 1913 pursuant to the provisions of the
BY said Resolution of Intention, this Council
Improvement Bond Act be issued thereunder pursuant to the provisions of the
California and reference to 1 id Division 10 of the
further particulars; said Resolution of Intention is and Highways Code of
hereby expressly made for
WHEREAS, notice of the recordation of the
which assessments were to be paid in cash
provided b law, assessment and it the time within
Y and the time so provided fora receiving me and mailed in the manner
expired, and the official who has been g payment of assessments in cash
Payments of said assessments has filed designated as
remained unpaid: with the T Collection Officer for cash
Town, a list of all assessments which
WHEREAS, the Council duly considered said list and
was an accurate statement thereof;
was
that the same
NOW, THEREFORE, IT3ORDERED, as follows:
Section I. DEFINITIpS.
defined in this Section 1 ITi Unless the context otherwise requires, the terms
meanings herein specified a, for all purposes of this Resolution
forms of an of the terms h 1shafl be equally applicable to of Issuance ,have the
y� defined. both the singular and plural
Highways Code of the StarteCalifor Bond Act of 1915, Division 10 of the Streets and
nia.
"Agent" means Bank m
designated under Section 66of to perform therust and Savings Association, which is
for the authentication, transf gistration, and Payment duties required under this Resolution
"Bond" or Bonds' of the Bonds.
Los Gatos, Downtown Park the Limited Obligation Improvement
Act and this Resolution of Psessment District, p ovement Bonds, Town of
series, from time to time, ce. The Series 88 -1, issued pursuant to the
Bonds herein authorized May be issued in
subject to the provisions " principal amounts,
resolution of this Council at t yMent maturities, rates of interest and
of sale o he Boredemption as may be prescribed by
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"Bond Date" means the date upon which the Bonds are issued, which is
December 5, 1988.
"Bond Denomination" means the amount of $5000.00, which is the minimum
amount in which the Bonds may be issued, except that one Bond may contain any odd
amount.
"Bond Year" means the one year period beginning on the anniversary date of the
Closing Date in each year and ending on the day prior to the anniversary date of the
Closing Date in the following year, except that the first Bond Year shall begin on the
Closing Date.
"Clerk" means the Town Clerk or the Senior Deputy Town Clerk of the Town of Los
Gatos.
"Closing Date" means the date upon which there is a physical delivery of the
Bonds in exchange for the arnount representing the purchase of the Bonds by the
Original Purchaser.
"Code" means the Internal Revenue Code of 1986.
"Debt Service" means the scheduled amount of interest and amortization of
principal payable on the Bonds during the period of computation, excluding amounts
scheduled during such period which relate to principal which has been retired before the
beginning of such period.
"Finance Administrator" means, for purposes of all duties and actions required of
the Finance Administrator herein pursuant to Sections 18, 19, 20, and 22 hereof, the
Finance Administrator of the Town.
"Gross Proceeds" rneans the sum of the following amounts:
(1) original proceeds, namely, net amounts received by or for the Town as a result
of the sale of the Bonds, excluding original proceeds which become transferred proceeds
(determined in accordance with applicable Regulations) of obligations issued to refund in
whole or in part the Bonds;
(2) investment proceeds, namely, amounts received at any time by or for the
Town, such as interest and dividends, resulting from the investment of any original
proceeds (as referenced in clause (1) above) or investment proceeds (as referenced in
this clause (2)) in Nonpurpose Investments, increased by any profits and decreased (if
necessary, below zero) by any losses on such investments, excluding investment
proceeds which become transferred proceeds (determined in accordance with applicable
Regulations) of obligations issued to refund in whole or in part the Bonds;
(3) sinking fund proceeds, namely, amounts, other than original proceeds or
investment proceeds (as referenced in clauses (1) and (2) above) of the Bonds, which are
held in the Redemption Fund and any other fund to the extent that the Town reasonably
expects to use such other fund to pay Debt Service on the Bonds;
SSA
(4) amounts in the Reserve Fund or in any fund established as a reasonably
required reserve for the payment of Debt Service;
(5) Investment Property pledged as security for payment of Debt Service by the
Town;
(6) amounts, other than as specified in this definition, used to pay Debt Service;
ME
(7) amounts received as a result of investing amounts described in this definition.
"Improvement Fund" means the fund established by the Finance Administrator
pursuant to Section 18 hereof into which shall be placed the proceeds received from the
sale of the Bonds, including any premium and excluding amounts placed in the Reserve
Fund and Redemption Fund.
"Interest Payment Date" means each date upon which interest on the Bonds is
payable, beginning March 2, 1989, and serniannually on each September 2 and March 2
thereafter until maturity.
"Investment Property" means any security (as said term is defined in
section 165(g)(2)(A) or (B) of the Code), obligation, annuity or investment -type property,
excluding, however, obligations (other than specified private activity bonds as defined in
section 57(e)(5) and (6) of the Code) the interest on which is excluded from gross income
under section 103 of the Code for federal income tax purposes.
"Issuance Costs" means all costs and expenses of issuance of the Bonds,
including, but not limited to:
(1) underwriters' fees other than those taken in the form of a discount on the
Closing Date;
(2) counsel fees, including bond counsel, underwriters' counsel, Issuer's counsel
and special tax counsel fees, as well as any other specialized counsel fees incurred in
connection with the borrowing;
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(3) financial advisor fees incurred in connection with the issuance of the Bonds;
(4) fees of the Agent related to issuance of the Bonds;
(5) appraisal fees related to issuance of the Bonds;
(6) printing costs of the Bonds;
(7) publication costs associated with the financing proceedings; and
(8) costs of engineering and feasibility studies necessary to the issuance of the
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"Nonpurpose Investment" means any Investment Property which is acquired with
the Gross Proceeds of the Bonds and is not acquired in order to carry out the
governmental purpose of the Bonds.
"Original Purchaser" means the first purchaser of the Bonds from the Town.
"Principal Amount" means the aggregate amount of not to exceed $1,587,956.29
of the Bonds authorized to be issued under this Resolution.
"Private Business Use" means use directly or indirectly in a trade or business
carried on by a natural person or in any activity carried on by a person other than a
natural person, excluding, however, use by a governmental unit and use as a member of
the general public.
"Proceeds" where used with reference to the Bonds, means the face amount of
the Bonds, plus accrued interest and prernium, if any, less original issue discount.
"Project" means the acquisitions and improvements described in the Resolution of
Intention.
"Purchase Agreement" means the agreement between the Town of Los Gatos and
the Original Purchaser dated as of November 21, 1988, for the purchase and sale of the
Bonds.
"Purchase Price" for the purpose of computation of the Yield of the Bonds, has
the same meaning as the term "issue price" in sections 1273(b) and 1274 of the Code,
and, in general, means the initial offering price to the public (not including bond houses
and brokers, or similar persons or organizations acting in the capacity of underwriters or
wholesalers) at which price a substantial amount of the Bonds are sold or, if the Bonds
are privately placed, the price paid by the first buyer of the Bonds or the acquisition cost
of the first buyer. The term "Purchase Price ", for the purpose of computation of the Yield
of Nonpurpose Investments, means the fair market value of the Nonpurpose Investments
on the date of use of Gross Proceeds of the Bonds for acquisition thereof, or if later, on
the date that Investment Property constituting a Nonpurpose Investment becomes a
Nonpurpose Investment of the Bonds.
"Redemption Fund" means the fund established by the Finance Administrator
pursuant to Section 19 hereto.
"Redemption Premium" means the percentage premium of the principal amount of
the Bonds which is three percent (3 %).
"Registered Owner" means the person in whose name any Bond is registered by
the Agent pursuant to Section 12 hereof.
"Requlations" means temporary and permanent regulations promulgated under the
Code.
"Reserve Fund" means the fund established by the Finance Administrator from the
proceeds of the sale of the Bonds all as provided in Section 20 hereof, in the initial
amount of $79,397.82.
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"Reserve Requirement" means the maximum amount of the Reserve Fund which
shall be 8% of the original Principal Amount.
"Resolution" or "Resolution of Issuance" means this Resolution as adopted or
hereafter amended,
"Treasurer" means, for purposes of all duties and actions required of the Treasurer
herein pursuant to Sections 5, 6, 7, 9, and 16 hereof, the Town Treasurer.
"Yield" means that yield which, when used in computing the present worth of all
payments of principal and interest (or other payments in the case of Nonpurpose
Investments which require payments in a form not characterized as principal and interest)
on a Nonpurpose Investment or on the Bonds produces an amount equal to the
Purchase Price of such Nonpurpose Investment or the Bonds, all computed as
prescribed in applicable Regulations.
Section 2. UNPAID ASSESSMENTS. The assessments now remaining unpaid
are as shown on said list of unpaid assessments and on Exhibit "A" attached hereto and
by this reference made a part hereof; the aggregate amount thereof is $1,587,956.29; and
for a particular description of the lots or parcels of land bearing the respective
assessment numbers set forth in said list, reference is hereby made to the assessment
and to the diagram, and any amendments thereto, recorded in the office of the Town
Engineer of the Town, as Superintendent of Streets, after confirmation thereof by the
Council.
Section 3. ISSUANCE OF BONDS. The Bonds, in the aggregate principal
amount of $1,587,956.29, shall be issued as hereinafter provided upon the security of
said unpaid assessments in accordance with, under and pursuant to the provisions of
said Resolution of Intention and the proceedings thereunder duly had and taken. The
Bonds shall be issued only in fully registered forin in the amount of the Bond
Denomination or any integral multiple thereof, and shall mature in the amounts and on
the dates and at the rates of interest set forth in Exhibit "B" attached hereto and made a
part hereof. The Bonds shall be numbered or otherwise identified as determined by the
Agent specified in Section 6 hereof.
Section 4. FORM OF BONDS. The Bonds shall be substantially in the form set
forth in Exhibit "C" hereto and hereby made a part hereof.
Section 5. PAYMENT OF BONDS. The Bonds shall bear interest at the rate or
rates determined by the Town at the time of sale of the Bonds, which rates the Treasurer
is hereby directed to cause to be inserted into Exhibit "B" hereto, payable on each
Interest Payment Date.
Each Bond shall bear interest from the interest payment date next preceding the
date on which it is authenticated and registered, unless authenticated and registered
(i) prior to an interest payment date and after the close of business of the fifteenth day
preceding such interest payment date, in which event it shall bear interest from such
interest payment date, or (ii) prior to the close of business on the fifteenth day preceding
the first Interest Payment Date, in which event it shall bear interest from the Bond Date;
provided, however, that if at the time of authentication interest is in default, each Bond
shall bear interest from the date to which interest has been paid. Each Bond will
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continue to bear interest after maturity at the rate stated therein, provided it is presented
at maturity and payment thereof is refused on the sole ground that there is not sufficient
money in the redemption fund with which to pay same; if it is not presented at maturity,
interest thereon will run only until maturity.
Interest on the Bonds shall be paid to the Registered Owner of each Bond by
check or draft mailed to such Registered Owner's address entered in the registry book
provided for herein as of the fifteenth (15th) day immediately preceding each Interest
Payment Date. Principal and any applicable Redemption Premium of the Bonds shall be
payable in lawful money of the United States of America at the office of the Agent in San
Francisco, California, upon presentation and surrender of the Bonds as the same
becomes due and payable.
Section 6. DESIGNATION OF AGENT. Bank of America National Trust and
Savings Association is hereby designated as the Agent to perform the actions and duties
required under this Resolution for the authentication, transfer, registration, and payment
of the Bonds. The Treasurer is hereby authorized and directed to enter into agreements
with the Agent in furtherance of the actions and duties of the Agent under this
Resolution.
Section 7. EXECUTION. The Bonds shall be executed on behalf of the Town
and under its official seal by its Treasurer and by its Town Clerk, whose signatures shall
be reproduced on the Bonds by engraved, printed or lithographed facsimile thereof, and
the official seal may be placed on the Bonds in like manner; such signing and sealing
shall constitute and be a sufficient and binding execution of each and every one of the
Bonds. The Bonds shall then be delivered to the Agent for authentication by it.
If any officer whose signature appears on the Bonds ceases to be such officer
before the authentication and delivery of the Bonds to the purchaser thereof, such
signature shall be as valid as if such officer had remained in office until the
authentication and delivery of the Bonds.
Section 8. AUTHENTICATION. Only such of the Bonds as shall bear thereon a
certificate of authentication substantially in the form below, manually executed by the
Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this
Resolution. and such certificate of the Agent shall be conclusive evidence that the Bonds
so authenticated have been duly executed, authenticated and delivered hereunder and
are entitled to the benefits of this Resolution. The Agent's certificate of authentication on
any Bond shall be deemed to be executed by it if signed by an authorized officer or
signatory of the Agent, but it shall not be necessary that the same officer or signatory
sign the certificate of authentication on all of the Bonds issued hereunder.
[FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION]
This is one of the Bonds described in the within mentioned Resolution of Issuance,
which has been authenticated and registered on
Agent
By
Authorized Officer
Section 9. PREPARATION AND DELIVERY OF BONDS. The Treasurer is
hereby directed to cause the Bonds to be prepared in accordance with this Resolution
and to deliver same upon their completion and execution to the Agent who shall
authenticate and deliver the Bonds to the purchaser thereof, upon receipt of the
purchase price therefor, and upon receipt of the request of the Town.
Section 10. EXCHANGE OF BONDS. Any Bond, upon surrender thereof at the
office of the Agent, together with an assignment duly executed by the Registered Owner
thereof or such Registered Owner's attorney or legal representative in such form as shall
be satisfactory to the Agent, may, at the option of Registered Owner, be exchanged for
an aggregate principal amount of Bonds equal to the principal amount of the Bond so
surrendered, and of any authorized denomination or denominations. The Town shall
make provision for the exchange of Bonds at the office of the Agent.
Section 11. NEGOTIABILITY, REGISTRATION, AND TRANSFER OF BONDS.
The Agent shall keep books for the registration, and for the registration of transfers, of
the Bonds as provided in this Resolution which shall at all times be open to inspection by
the Town. The transfer of any Bond may be registered only upon such books upon
surrender thereof to the Agent together with an assignment duly executed by the
Registered Owner or such Registered Owner's attorney or legal representative in such
form as shall be satisfactory to the Agent. Upon any such registration of transfer, the
Town shall execute and the Agent shall authenticate and deliver in exchange for such
Bond a new Bond or Bonds registered in the name of the transferee, of any
denomination or denominations authorized by this resolution, and in an aggregate
principal amount equal to the principal amount of such Bond or Bonds so surrendered.
In all cases in which Bonds shall be exchanged, the Town shall execute and the
Agent shall authenticate and deliver at the earliest practicable time Bonds in accordance
with the provisions of this Resolution. All Bonds surrendered in any such exchange or
registration of transfer shall forthwith be cancelled by the Agent. The Town or the Agent
may make a charge for every such exchange or registration of transfer of Bonds
sufficient to reimburse it for any tax or other governmental charge required to be paid
with respect to such exchange or registration of transfer, but no other charge shall be
made to any owner for the privilege of exchanging or registering the transfer of Bonds
under the provisions of this Resolution. Neither the Town nor the Agent shall be required
to make such exchange or registration of transfer of Bonds during the fifteen (15) days
immediately preceding any Interest Payment Date.
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Section 12. OWNERSHIP OF BONDS. The Registered Owner shall be deemed
and regarded as the absolute owner thereof for all purposes and payment of or on
account of the principal, and redemption premium, if any, of any such Bond, and the
interest on any such Bond, shall be made only to or upon the order of the Registered
Owner thereof or such Registered Owner's legal representative. All such payments shall
be valid and effectual to satisfy and discharge the liability upon such Bond, including the
Redemption Premium, if any, and interest thereon to the extent of the sum or sums so
paid.
Section 13. COLLECTION OF UNPAID ASSESSMENTS. The unpaid
assessments shown on Exhibit "A" hereto, together with the interest thereon, shall be
payable in annual series corresponding in number to the number of serial maturities of
the Bonds issued. An annual proportion of each unpaid assessment shall be payable in
each year preceding the date of maturity of each of the several series of Bonds issued,
sufficient to pay the Bonds when due, and such proportion of each unpaid assessment
coming due in any year, together with the annual interest thereon, shall be payable in the
same manner and at the same time and in the same installments as the general taxes on
real property are payable, and become delinquent at the same times and in the same
proportionate amounts and bear the same proportionate penalties and interest after
delinquency as do the general taxes on real property. All sums received from the
collection of said unpaid assessments and of the interest and penalties thereon shall be
placed in the Redemption Fund.
Section 14. COVENANT TO FORECLOSE. The Town hereby covenants with
and for the benefit of the Registered Owners of the Bonds that it will order, and cause to
be commenced within 150 days following the date of delinquency, and thereafter
diligently prosecuted, an action in the superior court to foreclose the lien of any
assessment or installment thereof not paid when due, pursuant to and as provided in
sections 8830 through 8835, inclusive, of the Act.
Section 15. NO ADVANCES FROM AVAILABLE SURPLUS FUNDS. The Town
shall not be obligated to advance available surplus funds of the Town to cure any
deficiency which may occur in the Redemption Fund; provided, however, that said
determination shall not prevent the Town, in its sole discretion, from so advancing funds.
Section 16. REDEMPTION PRIOR TO MATURITY. Each Bond, or any portion
thereof in the amount of the Bond Denomination or any integral multiple thereof.
outstanding may be redeerned and paid in advance of maturity upon any Interest
Payment Date in any year by giving 30 —day's notice by registered or certified mail or
personal service to the Registered Owner as required by applicable provisions of the Act
and by paying the principal amount thereof together with the Redemption Premium plus
interest to the date of advanced maturity, unless sooner surrendered, in which event said
interest will be paid to the date of payment, all in the manner and as provided in the Act.
The Treasurer shall cause to be called for redemption and retire Bonds upon
prepayment of assessments in amounts sufficient therefor, or whenever sufficient surplus
funds are available therefor in the Redemption Fund.
The provisions of Part 11.1 of the Act are applicable to the advance payment of
assessments and to the calling of the Bonds.
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Section 17. REFUNDING OF BONDS, The Bonds may be refunded by the Town
pursuant to Divisions 11 or 11.5 of the Streets and Highways Code of the State of
California upon the conditions as set forth in appropriate proceedings therefor.
Section 18. IMPROVEMENT FUND. The Finance Administrator shall establish
the Improvement Fund designated by the name and /or number of the assessment district
into which shall be placed the Proceeds of the Bonds, including any premium (except
that any interest accrued from the Bond Date to the Closing Date shall be placed in the
Redemption Fund provided for herein). All moneys in the Improvement Fund shall be
withdrawn only upon checks or warrants of the Town and shall be applied exclusively to
the payment of the Issuance Costs and the costs and expenses of the Project.
Disbursements from the Improvement Fund shall be subject to the provisions of Sections
25 and 26 hereof. Any surplus remaining after payment of all said costs and expenses
shall be used as set forth in said proceedings and applicable provisions of the Municipal
Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of
California and the Improvement Fund shall then be closed.
Section 19. REDEMPTION FUND. The Finance Administrator shall establish the
Redemption Fund designated by the name of the Bonds, into which shall be placed any
accrued interest for the period from the date of the Bonds to the Closing Date, any
capitalized interest on the Bonds and all sums received from the collection of unpaid
assessments provided for in Section 13 hereof, and of the interest and penalties thereon.
From the Redemption Fund disbursements shall be made to pay the principal, any
advance redemption premium of the Bonds and the interest due thereon.
Section 20. RESERVE FUND. Upon receipt of the proceeds from the sale of the
Bonds, the Finance Administrator shall forthwith establish the Reserve Fund, which shall
be designated by the name and /or number of the assessment district proceedings. The
amount of the Reserve Fund shall not exceed the Reserve Requirement. The moneys in
the Reserve Fund shall constitute a trust fund for the benefit of the Registered Owners of
the Bonds and shall be administered by the Town in accordance with and pursuant to
the provisions of Part 16 of the Act; provided that proceeds from redemption or sale of
the properties with respect to which payment of delinquent assessments and interest
thereon was paid from the Reserve Fund, shall be credited to the Reserve Fund; and
provided further that for the purposes of maintaining the Reserve Requirement and
providing for any required reduction of the amount of money in the Reserve Fund during
the term of the Bonds pursuant to Section 8887 of the Act, and applicable provisions of
the Code, all proceeds from investment of moneys in the Reserve Fund shall accrue to
the Reserve Fund or be credited upon the assessments.
Section 21. INVESTMENT OF FUNDS. Moneys in the Improvement Fund,
Redemption Fund, and the Reserve Fund shall, whenever practicable, be invested in
legal investments for the Town under applicable law for the moneys held pursuant to this
Resolution at the time when any of such moneys are to be invested therein. Any income
therefrom or interest thereon shall accrue to and be deposited in the fund from which
said moneys were invested, subject to the provisions of Section 20 hereof.
Section 22. NO ARBITRAGE. The Town shall not take, nor permit nor suffer to
be taken by the Treasurer or the Finance Administrator or otherwise, any action with
respect to the Gross Proceeds of the Bonds which if such action had been reasonably
expected to have been taken, or had been deliberately and intentionally taken, on the
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Closing Date would have caused the Bonds to be "arbitrage bonds" within the meaning
of section 148(a) of the Code and Regulations.
Section 23. CERTIFICATE AS TO NON— ARBITRAGE. On the basis of the
facts, estimates and circumstances now in existence and in existence on the date of
issue of the Bonds, as determined by the Treasurer, the Treasurer is authorized and
directed to certify that it is not expected that the proceeds of said issue will be used in a
manner that would cause such obligations to be arbitrage bonds. Such certification shall
be delivered to the Original Purchaser on the Closing Date.
Section 24. FEDERAL GUARANTEE LIMITATIONS. The Town shall not take,
nor permit nor suffer to be taken, any action if the result of the same would be to cause
the Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code
and Regulations.
that: Section 25. PRIVATE BUSINESS USE LIMITATION. The Town shall assure
(A) not in excess of ten percent (10 %) of the Proceeds of the Bonds is used for
Private Business Use if, in addition, the payment of the principal of, or the interest on
more than ten percent (10 %) of the Proceeds of the Bonds is (under the terms of the
Bonds or any underlying arrangement) directly or indirectly, (i) secured by any interest in
property, or payments in respect of property, used or to be used for a Private Business
Use, or (ii) to be derived from payments (whether or not to the Town) in respect of
property, or borrowed money, used or to be used for a Private Business Use; and
(B) in the event that in excess of five percent (5 %) of the Proceeds of the Bonds
is used for a Private Business Use, and, in addition, the payment of the principal of, or
the interest on, more than five percent (5 %) of the Proceeds of the Bonds is, (under the
terms of the Bonds or any underlying arrangement) directly or indirectly, secured by any
interest in property, or payments in respect of property, used or to be used for said
Private Business Use or is to be derived from payments (whether or not to the Town) in
respect of property, or borrowed money, used or to be used for a Private Business Use,
then, (i) said excess over said five percent (5 %) of the Proceeds of the Bonds which is
used for a Private Business Use shall be used for a Private Business Use related to a
government use of such Proceeds and (ii) each such Private Business use over five
percent (5 %) of the Proceeds of the Bonds which is related to a government use of such
Proceeds shall not exceed the amount of such Proceeds which is used for the
government use of Proceeds to which such Private Business Use is related.
Section 26. PRIVATE LOAN LIMITATION. The Town shall assure that not in
excess of the lesser of five percent (5 %) of the Proceeds of the Bonds or $5,000,000 is to
be used, directly or indirectly, to make or finance loans (other than loans constituting
Nonpurpose Investments and other than loans which enable the borrower to finance any
governmental tax or assessment of general application for a specific essential
governmental function) to persons other than state or local government units.
Section 27. SMALL ISSUER EXEMPTION FROM REBATE REQUIREMENTS. In
accordance with section 148(f)(4)(C) of the Code, the Town covenants that it is a
governmental unit with general taxing powers; that the Bonds are not private activity
bonds as defined in section 141 of the Code; that ninety —five percent (95 %) or more of
Blom
the Net Proceeds of the Bonds are to be used for local governmental activities of the
Town (or a governmental unit the jurisdiction of which is entirely within the jurisdiction of
the Town), and that the aggregate face arnount of the all tax - exempt obligations (other
than private activity bonds as defined in section 141 of the Code) issued by the Town,
including all subordinate entities of the Town, during the calendar year 1988 will not
exceed $5,000,000, excluding, however, tax - exempt obligations which are not
outstanding on the Closing Date.
Section 28. SMALL ISSUER EXEMPTION FROM BANK NONDEDUCTIBILITY
RESTRICTION. The Town hereby designates the Bonds for purposes of paragraph (3) of
section 265(b) of the Code and covenants that the Bonds do not constitute private
activity bonds as defined in section 141 of the Code, and that not more than $10,000,000
aggregate principal amount of obligations the interest on which is excludable (under
section 103(a) of the Code) from gross income for federal income taxes (excluding,
however, private activity bonds, as defined in section 141 of the Code, other than
qualified 501(c)(3) bonds as defined in section 145 of the Code), including the Bonds,
have been or shall be issued by the Town, including all subordinate entities of the Town,
during the calendar year 1988.
Section 29. AMENDMENT. Without the consent of the Registered Owners of
the Bonds, the Town hereafter may amend this Resolution to add, modify or delete
provisions if the same is necessary or desirable to assure compliance with section 148(f)
of the Code relating to rebate of Excess Investment Earnings or as otherwise required, to
assure the exemption from federal income taxation of interest on the Bonds.
Section 30. AUTHORITY OF TREASURER. All actions mandated by this
Resolution to be performed by the Treasurer or the Finance Administrator may be
performed by the designee of thereof or such other official of the Town or independent
contractor, consultant or trustee duly authorized by the Town to perform such action or
actions in furtherance of all or a specific portion of the requirements hereof.
Section 31. CERTIFIED COPIES. The Town Clerk shall furnish a certified copy
of this resolution to the Treasurer, to the Finance Administrator, to the Agent and to the
Auditor of the County of Santa Clara.
I * * . . * * . > . . *
continued regular
PASSED AND ADOPTED at a meeting of the Town Council of the
Town of Los Gatos held on 22 day of November , 1988, by the following vote:
AYES: Council Members Eric D. Carlson, Brent N. Ventura, and
Mayor Joanne Benjamin
NOES: Council Members None
ABSTAIN: Council Members None
ABSENT
ATTEST:
Council Members Thomas J. Ferrito and Robert L. Hamilton
SIGNED: Z
AYOR OF TH TOW F LOS GATOS
-11-
TOWN OF LOS GATOS
Downtown Parking Assessment District
LIST OF UNPAID ASSESSMENTS
Assessment Assessor's
No. Parcel No. Amount ($}
1
510 -14 -064
1.250.00
2
510 -14 -003
7,522.10
3
510 -14 -067
2,543.30
4
510 -14 -073
3,335.72
6
510 -14 -074
11,715.97
8
510 -14 -019
1,250.00
9
510 -14 -008
1,250.00
10
510 -14 -009
1.250.00
11
510 -14 -013
1,563.98
12
510 -14 -069
1,250.00
13
510 -14 -011
5,810.17
14
510 -14 -010
6,131.62
15
529 -40 -091 (Ptn)
1,250.00
16
529 -04 -091 (Ptn)
13,173.73
19
529 -04 -042
5,810.17
20
529 -04 -041
2,550.49
21
529 -04 -040
3,260.96
23
529 -04 -038
3,918.82
24
529 -04 -054
1,250.00
25
529 -04 -053
1,250.00
26
529 -04 -052
1,250.00
27
529 -04 -051
2,775.03
28
529 -04 -050
4,307.56
29
529 -04 -049
1,945.25
32
529 -04 -035
1,250.00
34
529 -04 -083
13.054.11
36
529 -04 -062
3,986.11
37
529 -04 -063
1,250.00
38
529 -04 -064
1,250.00
39
529 -04 -080
1,250.00
40
510 -14 -039
4,389.79
41
510 -14 -040
3,642.22
42
510 -14 -041
6,632.50
43
510 -14 -043
6,983.86
45
510 -14 -072
1,952.72
46
510 -14 -053
2,969.41
47
510 -14 -050
1,250.00
51
510 -17 -042
2,752.62
52
510 -17 -043
2,752.62
53
510 -17 -091
9.802.19
54
510 -17 -046
18,795.44
55
510 -17 -094
9,204.14
56
510 -17 -059
11,192.66
57
510 -17 -060
5.997.06
58
510 -17 -061
21.449.31
59
510 -17 -062
15.924.77
60
529 -04 -087
33,522.56
61
529 -04 -086
6,530.29
62
529 -04 -085
2,096.11
64
529 -04 -089
28.715.70
65
529 -04 -026
7,566.96
66
529 -04 -025
5.197.16
67
529 -03 -045
23,333.20
68
529 -03 -044
53.273.35
69
510 -17 -090
1,250.00
70
510 -17 -065
2,266.70
71
510 -17 -066
5,735.42
73
529 -03 -043
16,948.95
74
529 -03 -042
12,194.41
75
529 -03 -041
4,703.77
76
529 -03 -040
11,551.50
78
529 -03 -038
14,676.34
80
529 -03 -036
12,059.85
81
529 -03 -035
8,022.97
82
529 -03 -034
6.535.32
83
529 -03 -033
5,857.00
84
529 -03 -012
5,585.91
85
529 -03 -013
13,405.47
86
529 -03 -051
17,360.11
88
510 -44 -028
12,575.66
89
510 -44 -029
30,405.21
90
510 -44 -030
8,045.40
91
510 -44 -031
17,083.51
92
510 -44 -032
22,466.01
93
510 -44 -033
12,934.50
94
510 -44 -034
6.161.53
95
510 -44 -035
6,258.71
96
510 -44 -036
1.496.69
97
510 -44 -068
10,205.87
98
510 -44 -077
63,335.62
99
510 -44 -044
1,630.22
105
510 -45 -011
1,250.00
106
510 -45 -075
21,464.26
107
510 -45 -014
4,038.43
108
529 -03 -050
16,205.60
110
529 -03 -026
11,431.90
111
529 -03 -025
8,187.44
112
529 -03 -024
14,952.93
113
529 -03 -023
8,673.36
114
529 -03 -022
9,316.27
116
529 -03 -046
7,903.36
117
529 -03 -020
21,815.62
118
529 -03 -019
7,798.71
119
529 -03 -018
121
529 -03 -017
122
510 -45 -061
123
510 -45 -089
127
510 -47 -042
128
529 -01 -022
130
529 -01 -006
131
529 -01 -007
132
529 -01 -025
133
529 -01 -026
135
529 -01 -017
136
529 -01 -018
137
529 -02 -042
138
529 -02 -007
139
529 -02 -045
(Ptn)
141
529 -02 -045
(Ptn)
142
529 -02 -045
(Ptn)
144
529 -02 -044
146
529 -02 -038
147
529 -02 -001
148
529 -28 -025
149
529 -28 -024
150
529 -28 -023
151
529 -28 -028
155
529 -28 -033
156
529 -28 -032
157
527 -54 -049
158
529 -29 -001
160
529 -29 -004
161
529 -29 -009
163
529 -29 -006
164
529 -28 -014
165
529 -28 -007
166
529 -28 -006
169
529 -28 -002
170
529 -28 -001
171
529 -34 -068
172
529 -34 -008
177
529 -34 -013
179
529 -51 -005
180
529 -34 -063
181
529 -34 -018
182
529 -27 -018
183
529 -27 -017
185
529 -37 -002
186
529 -38 -033
i
35,428.86
8,441.62
3,402.99
3,948.73
18,070.31
1,250.00
5,869.98
21,854.09
10,871.21
12,583.14
5,914.84
7,477.26
6,662.40
3,507.66
3,941.25
7,985.59
4,479.51
344, 750.52
1,250.00
6,161.53
6,991.33
6,071.83
5,249.50
15,251.98
4,427.17
6,288.61
1,250.00
7,223.07
2,683.67
3,836.59
6,209.08
26,413.64
1,250.00
3,290.86
1,250.00
5,645.70
20,978.34
11,185.19
13,054.11
3,796.13
9,989.09
1,250.00
7,509.57
15,992.06
13,397.99
14,247.03
1,587,956.29
Town of Los Gatos
Limited Obligation Improvement Bonds
Downtown Parking Assessment District, Series 88 -1
Reference is hereby made to the provisions of the Purchase Agreement for the Bonds for
dates, amounts, and rates of interest applicable to the bonds, which provisions are
hereby incorporated herein by this reference.
United States of America
State of California
County of Santa Clara
Registered
Number A—
Town of Los Gatos
Limited Obligation Improvement Bond
Downtown Parking Assessment District, Series 88 -1
INTEREST
RATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Registered
W
MATURITY BOND CUSIP
DATE DATE NUMBER
December 5, 1988
Under and by virtue of the Improvement Bond Act of 1915, Division 10
(commencing with Section 8500) of the Streets and Highways Code (the "Act "), the Town
of Los Gatos (the "Town "), County of Santa Clara, State of California, will, out of the
redemption fund for the payment of the bonds issued upon the unpaid portion of
assessments made for the acquisition, work and improvements more fully described in
proceedings taken pursuant to Resolution of Intention No. 1987 -13 adopted by the Town
Council of the Town on February 17, 1987, pay to the registered owner named above or
registered assigns, on the maturity date stated above, the principal amount stated
above, in lawful money of the United States of America and in like manner will pay
interest from the interest payment date next preceding the date on which this bond is
authenticated, unless this bond is authenticated and registered as of an interest payment
date, in which event it shall bear interest from such interest payment date, or unless this
bond is authenticated and registered prior to March 2, 1989, in which event it shall bear
interest from its date until payment of the principal amount shall have been discharged,
at the rate per annum stated above, payable semiannually on March 2 and September 2
in each year commencing on March 2, 1989. Both the principal hereof and redemption
premium hereon are payable at the Corporate Trust Department of Bank of America
National Trust and Savings Association as Authentication Agent, Transfer Agent,
Registrar and Paying Agent (the "Agent "), in San Francisco, California, and the interest
hereon is payable by check or draft mailed to the registered owner hereof at the owner's
address as it appears on the records of the Agent, or at such address as may have been
filed with the Agent, for that purpose, as of the 15th day immediately preceding each
interest payment date.
This bond will continue to bear interest after maturity at the rate above stated:
provided, it is presented at maturity and payment thereof is refused upon the sole ground
that there are not sufficient moneys in said redemption fund with which to pay same. If it
is not presented at maturity, interest thereon will run until maturity.
This bond shall not be entitled to any benefit under the Act or the Resolution
Authorizing Issuance Of Bonds (the "Resolution of Issuance "), or becorne valid or
obligatory for any purpose, until the certificate of authentication and registration hereon
endorsed shall have been dated and signed by the Agent.
The bonds are qualified tax— exempt obligations designated by the Town for
purposes of section 265(b) of the Internal Revenue Code of 1986.
IN WITNESS WHEREOF, said Town of Los Gatos has caused this bond to be
signed in facsimile by the Treasurer of said Town and by its Clerk, and has caused its
corporate seal to be reproduced in facsimile hereon all as of the 5th day of December,
1988.
TOWN OF LOS GATOS
Town Clerk Treasurer
[SEAL]
Certificate of Authentication and Registration
This is one of the bonds described in the within mentioned Resolution of Issuance,
which has been authenticated and registered on
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
M
Authorized Officer
This bond is one of several annual series of bonds of like date, tenor, and effect,
but differing in amounts, maturities and interest rates, issued by the Town of Los Gatos
under the Act and the Resolution of Issuance, for the purpose of providing means for
paying for the improvements described in the proceedings, and is secured by the
moneys in said redemption fund and by the unpaid portion of said assessments made for
the payment of said improvements, and, including principal and interest, is payable
exclusively out of said fund.
This bond is transferable by the registered owner hereof, in person or by the
owner's attorney duly authorized in writing, at the office of the Agent, subject to the
terms and conditions provided in the Resolution of Issuance, including the payment of
certain charges, if any, upon surrender and cancellation of this bond. Upon such
transfer, a new registered bond or bonds, of any authorized denomination or
denominations, of the same maturity, and for the same aggregate principal amount, will
be issued to the transferee in exchange therefor.
Bonds shall be registered only in the name of an individual (including joint owners),
a corporation, a partnership, or a trust.
Neither the Town nor the Agent shall be required to make such exchange or
registration of transfer of bonds during the 15 days immediately preceding any interest
payment date.
The Town and the Agent may treat the registered owner hereof as the absolute
owner for all purposes, and the Town and the Agent shall not be affected by any notice
to the con rary.
This bond or any portion of it in the amount of five thousand dollars ($5,000), or
any integral multiple thereof, may be redeemed and paid in advance of maturity upon the
second day of March or September in any year by giving at least 30 days' notice by
registered or certified mail or by personal service to the registered owner hereof at the
registered owner's address as it appears on the registration books of the Agent and by
paying principal and accrued interest together with a premium equal to 3 percentum of
the principal.
This bond is a limited obligation improvement bond because, under the Resolution
of Issuance, the Town is not obligated to advance funds from the Town treasury to cover
any deficiency which may occur in the Redemption Fund for the Bonds; however, the
Town is not prevented, in its sole discretion, from so advancing funds.
I hereby certify that the following is a correct copy of the signed legal opinion of
Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California.
Town Clerk
OPINION: $1,587,956.29 Limited Obligation Improvement Bonds, Town of Los Gatos,
Downtown Parking Assessment District, Series 88 -1
We have acted as Bond Counsel in connection with the issuance by the Town of
Los Gatos (the "Town ") of $1,587,956.29 Limited Obligation Improvement Bonds,
Downtown Parking Assessment District, Series 88 -1, dated December 5, 1988 (the
"Bonds'), pursuant to Division 10 of the California Streets and Highways Code (the "Act ")
and Resolution No. (the "Resolution ") of the Town adopted November 21,
1988. We have examined the law and such certified proceedings and other papers as we
deem necessary to render this opinion.
As to questions of fact material to our opinion, we have relied upon
representations of the Town contained in the Resolution and in the certified proceedings
and other certifications of public officials furnished to us, without undertaking to verify
such facts by independent investigation.
Based upon our examination, we are of the opinion, under existing law, that:
1. The Town is a municipal corporation and general law town of the State of
California duly organized and validly existing under and by virtue of the Constitution and
the laws of the State of California with power to adopt the Resolution, perform the
agreements on its part contained therein, and issue the Bonds.
2. The Resolution has been duly adopted by the Town and constitutes a valid and
binding obligation of the Town enforceable upon the Town.
3. Pursuant to the Act, the Resolution creates a valid lien on the funds pledged
by the Resolution for the security of the Bonds on a parity with other bonds (if any)
issued or to be issued under the Resolution, subject to no prior lien granted under the
Act.
4. The Bonds have been duly authorized, executed and delivered by the Town
and are valid and binding special obligations of the Town, payable solely from the
sources provided therefor in the Resolution.
5. The interest on the Bonds is excluded from gross incorne for federal income
tax purposes and is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on individuals and corporations; it should be noted, however, that,
for the purpose of computing the alternative minimum tax imposed on such corporations
(as defined for federal income tax purposes), such interest is taken into account in
determining adjusted net book income (adjusted current earnings for taxable years
beginning after December 31, 1989). The Bonds are "qualified tax - exempt obligations'
within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986 (the
"Code "), and in the case of certain financial institutions (within the meaning of section
265(b)(5) of the Code), a deduction is allowed for eighty percent (80 %) of the portion of
such financial institutions's interest expense allocable to interest payable on the Bonds.
The opinions set forth in the preceding sentence are subject to the condition that the
Town comply with all requirements of the Internal Revenue Code of 1986 that must be
satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or
continue to be, excluded frorn gross income for federal incorne tax purposes. The Town
has covenanted to comply with each such requirement. Failure to comply with certain of
such requirements may cause the inclusion of interest on the Bonds in gross income for
federal income tax purposes to be retroactive to the date of issuance of the Bonds. We
express no opinion regarding other federal tax consequences arising with respect to the
Bonds.
6. The interest on the Bonds is exempt from personal income taxation imposed
by the State of California.
The rights of the owners of the Bonds and the enforceability of the Bonds and the
Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors' rights heretofore or hereafter enacted and may also
be subject to the exercise of judicial discretion in appropriate cases.
Respectfully submitted,
A Professional Law Corporation
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT - Custodian
(Cult) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within Bond and hereby irrevocably constitute(s) and appo
attorney,
to transfer the same on the books of the Agent, with full power of substitution in the
premises.
Notice: Signature to this assignment must
correspond with the name as it appears upon
the face of the within Bond in every particular,
without alteration or enlargement or any
change whatsoever.
Signature Guaranteed
Notice: Signature(s) must be guaranteed by a
member firm of the New York Stock Exchange
or a commercial bank or trust company.
MUM